Item 7.01 Regulation FD Disclosure.
On November 10, 2021, Crown
PropTech Acquisitions, a Cayman Islands exempted company (“Crown”), and Brivo, Inc., a Nevada corporation (“Brivo”),
issued a joint press release announcing their entry into a Business Combination Agreement (as it may be amended, supplemented or otherwise
modified from time to time, the “Business Combination Agreement”), by and among Crown, Crown PropTech Merger Sub I
Corp., a Delaware corporation (“Merger Sub I”), Crown PropTech Merger Sub II LLC, a Delaware limited liability company
(“Merger Sub II”), and Brivo. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Furnished as Exhibit 99.2
hereto and incorporated into this Item 7.01 by reference is the investor presentation that Crown and Brivo have prepared for use in connection
with the transactions contemplated by the Business Combination Agreement.
The foregoing (including Exhibits
99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange
Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under
the Securities Act or the Exchange Act.
Additional Information About the Proposed Business Combination and
Where To Find It
The proposed business combination will be submitted
to shareholders of Crown for their consideration. Crown intends to file a registration statement on Form S-4 (the “Registration
Statement”) with the SEC which will include preliminary and definitive proxy statements to be distributed to Crown’s shareholders
in connection with Crown’s solicitation for proxies for the vote by Crown’s shareholders in connection with the proposed business
combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities
to be issued to Brivo’s shareholders in connection with the completion of the proposed business combination. After the Registration
Statement has been filed and declared effective, Crown will mail a definitive proxy statement and other relevant documents to its shareholders
as of the record date established for voting on the proposed business combination. Crown's shareholders and other interested persons are
advised to read, once available, the preliminary proxy statement / prospectus and any amendments thereto and, once available, the definitive
proxy statement / prospectus, in connection with Crown's solicitation of proxies for its special meeting of shareholders to be held to
approve, among other things, the proposed business combination, because these documents will contain important information about Crown,
Brivo and the proposed business combination. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once
available, as well as other documents filed with the SEC regarding the proposed business combination and other documents filed with the
SEC by Crown, without charge, at the SEC's website located at www.sec.gov or by directing a request to 667 Madison Avenue, 12th Floor,
New York, NY 10065, attention: Nikki Sacks.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
Crown, Brivo and certain of
their respective directors, executive officers and other members of management, employees and consultants may, under SEC rules, be deemed
to be participants in the solicitations of proxies from Crown’s shareholders in connection with the proposed business combination.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Crown’s shareholders in
connection with the proposed business combination will be set forth in Crown’s proxy statement / prospectus when it is filed with
the SEC. You can find more information about Crown’s directors and executive officers in Crown’s final prospectus dated February
8, 2021 and filed with the SEC on February 10, 2021. Additional information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests will be included in the proxy statement / prospectus when it becomes available. Shareholders,
potential investors and other interested persons should read the proxy statement / prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
Forward Looking Statements
This report includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”
“seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and
forecasts of financial and performance metrics, projections of market opportunity and market share, expectations and timing related to
commercial product launches, potential benefits of the proposed business combination and the potential success of Brivo's go-to-market
strategy, and expectations related to the terms and timing of the proposed business combination. These statements are based on various
assumptions, whether or not identified in this report, and on the current expectations of Brivo’s and Crown’s management and
are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended
to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events
and circumstances are beyond the control of Brivo and Crown. These forward-looking statements are subject to a number of risks and uncertainties,
including changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to
successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits
of the proposed business combination or that the approval of the shareholders of Crown or Brivo is not obtained; the lack of third party
valuation in determining whether or not to pursue the proposed business combination; failure to realize the anticipated benefits of the
proposed business combination; risks relating to the uncertainty of the projected financial information with respect to Brivo; the risk
that the conditions to the financing for the proposed business combination may not be satisfied or waived; the effect of the announcement
or pendency of the proposed business combination on Brivo’s business relationships, performance and business generally; risks that
the proposed business combination disrupts current plans of Brivo and potential difficulties in Brivo employee retention as a result of
the proposed business combination; the ability to implement business plans, forecasts and other expectations after the completion of the
proposed business combination, and identify and realize additional opportunities; Brivo's ability to attract and retain customers; the
combined company's ability to up-sell and cross-sell to customers, including the success of Brivo’s customers’ development
programs, which will drive future revenues; the ability of the combined company to compete effectively and its ability to manage growth;
the amount of redemption requests made by Crown’s public shareholders; the ability of Crown or the combined company to issue equity
or equity-linked securities in connection with the proposed business combination or in the future; the outcome of any potential litigation,
government and regulatory proceedings, investigations and inquiries; the risk that the combined company’s securities will not be
approved for listed on the New York Stock Exchange or if approved, maintain the listing; and those factors discussed in Crown’s
final prospectus dated February 8, 2021 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, dated August 16, 2021,
and, when available, the preliminary proxy statement/prospectus of Crown related to the proposed business combination, in each case, under
the heading “Risk Factors,” and other documents of Crown filed, or to be filed, with the Securities and Exchange Commission
(“SEC”). If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from
the results implied by these forward-looking statements. There may be additional risks that neither Crown nor Brivo presently know or
that Crown and Brivo currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect Crown’s and Brivo’s expectations, plans or forecasts of future
events and views as of the date of this presentation. Crown and Brivo anticipate that subsequent events and developments will cause Crown’s
and Brivo’s assessments to change. However, while Crown and Brivo may elect to update these forward-looking statements at some point
in the future, Crown and Brivo specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon
as representing Crown’s and Brivo’s assessments as of any date subsequent to the date of this report. Accordingly, undue reliance
should not be placed upon the forward-looking statements.